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Spirit of Wipro

Intensity to Win

Make customers successful

Team, innovate and excel

Act with Sensitivity

Respect for the individual

Thoughtful and responsible

Unyielding Integrity

Delivering on commitments
Honesty and fairness in action

Chairmans Message
Dear Wiproites,
Recent years have seen enormous changes in our world. One of the most
significant developments is the degree to which our lives are now interwoven with the lives and work of othersincluding those in our communities
and others who are half way around the world.
Our interdependence on one another has led to a heightened awareness of
the need for accountability and responsibility. This responsibility also puts
greater onus on each one of us to consider the social impact of our actions.
While this concern for accountability and responsibility may be new to
others, we at Wipro responded to this need many years back and have
championed initiatives that were socially relevant and ahead of their times.
Over the years, the Spirit of Wipro has served as the touchstone of or
commitment to high standards of governance and business conduct
Looking to the future, the rising scale and complexity of our engagements
present us with new challenges. If we are to maintain our leadership and
continue to succeed in the years to come, we must do even more. We must
be sure that we have clear policies, strong controls, and rigorous adherence
to our standards. As part of our effort to meet these challenges, we have
created an updated Code of Business Conduct (COBC) together with other
ethics and compliance initiatives.
The updated COBC provides important information about our personal
business responsibilities, including our obligations to comply with the law
and Wipros ethical standards. It also serves as a helpful reference tool
guiding us to other resources that we can use when faced with ethical
dilemmas or questions.
I believe the quality of our people guided by the Spirit of Wipro has always
been critical to our success. Together we have created a culture that is
defined by teamwork, respect, honesty, fairness and unyielding integrity. These
same values will drive our future success. Working together, with the help of
our COBC, I am confident that we will continue to be a corporate model of
transparency, ethical business practices and the tenets of good governance.

Live the Spirit of Wipro.

Azim Premji

Wipro Ombudsprocess

Wipro Code of Business Conduct

Table of Contents
About Our Code and Your Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
To Whom the Code Applies
How to Use the Code of Business Conduct
Employee Responsibilities
Cooperating with surveys, investigations and inquiries
Ethical Leadership
Making the Right Choice
Asking Questions and Raising Concerns
Preventing Retaliation
Accountability and Discipline
Acting in the Best Interest of Our Customers, Business Partners and
the Public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Customer Relations
Marketing and Advertising

Protecting Customer Information

Supplier Selection
Government Contracting

Conflicts of Interest

Family Members and Close Personal Relationships

Personal Investments and Corporate Opportunities
Outside Employment
Volunteer or Charitable Work

Gifts, Entertainment & Business Courtesies

Gifts, Entertainment or Business Courtesy to Government Officials

Communicating with the Public

Social Media and Networking

Protecting Our Information and Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Confidential Information
Intellectual Property
Competitive/Business Intelligence
Protecting the Privacy of Employee and Personal Information
Business Records and Internal Controls
Document Management and Legal Holds

Safeguarding Company Assets

Following the Letter and the Spirit of Laws and Regulations . . . . . . . . . . . . . 29

Insider Trading
Anti-Trust and Fair Competition
Political Involvement/Lobbying
Global Trade
Performance through Teamwork and Respect . . . . . . . . . . . . . . . . . . . . . . . . . 37
Human Rights
Diversity and Non-Discrimination
Harassment-free Workplace
Safe and Healthy Work Environment
Sustainability and Corporate Citizenship
Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Additional Resources and Links. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Wipro Ombudsprocess

About Our Code

and Your Responsibilities
To Whom the Code Applies
The Code of Business
Conduct (COBC) provides
the ethical guidelines and
expectations for conducting
business on behalf of Wipro
Limited, its subsidiaries and
affiliate companies. In the
COBC, these are commonly
referred to as Wipro or the
Company. The COBC applies
to all employees and members
of the Board of Directors of

the Company. It also applies

to individuals who serve
the Company on contract, subcontract, retainer, consultant
or any other such basis.
Suppliers, service providers,
external professionals, agents,
channel partners (dealers,
distributors and others)
serve as an extension of the
Company and their conduct

and behaviour while carrying

out business dealings with
Wipro or on behalf of Wipro
can have an impact on Wipro
and its reputation. For this
reason, they are expected to
conduct their businesses in a
legal and ethical manner and
to adhere to the spirit of the
COBC, as well as any applicable contractual obligations,
when working for Wipro.

How to use the Code of Business Conduct

The COBC is designed to help employees
recognise and deal with ethical issues in
their work. Wipros policy is to comply
with all applicable laws and regulations,
being committed to conducting business in
an ethical manner and acting with integrity
in dealing with our customers, suppliers,
partners, competitors, employees and
other stakeholders.
The COBC is a guide to help whenever
you have a question about ethics or if you
are faced with an ethical dilemma. COBC

Wipro Code of Business Conduct

may not address all the situations which you

may encounter and sometimes, because of
the highly complex rules and regulations that
govern our business, you may need additional
help. In these situations, consult the Wipro
policies (forming part of Book of Policies)
referenced throughout the COBC.The Book
of Policies is available on Wipros intranet
portals.They provide more detailed information on seeking help.You can also discuss the
matter with your manager, Human Resources
(HR) or other designated persons mentioned
in COBC.

Employee Responsibilities
Wipro is made up of
thousands of individuals, each
with unique perspectives and
aspirations. Though we are
all different, we all share an
understanding of the importance of Unyielding Integrity.
Without a reputation for
integrity we would fail with
customers, with investors, and
in our own eyes. We must
strive to maintain the highest
ethical standards. In particular:

Always act in a profes-

sional, honest, and ethical

manner when acting on
behalf of the Company.

Be familiar with the

the COBC and policies,

pay particular attention to
the policies that pertain to
your job responsibilities.

Complete all required

employee trainings in
a timely manner and
keep up-to-date on
current standards and
Promptly report concerns

about possible violations

of laws, regulations, or the
COBC to your manager or
managers manager or HR
manager or Head of the
business or any member
of Senior Management or

any member of the Legal &

Compliance Department
or the Ombudsperson.

Cooperate and tell

the whole truth when

responding to an
investigation or audit and
never alter or destroy
records in response to an
investigation, or when an
investigation is anticipated.

Remember: no reason,
including the desire to meet
business goals, should ever
be an excuse for violating
laws, regulations, the COBC
or policies.

information contained in

Q: I understand that

some leaders at Wipro

have a separate Code. Is
that true, and do they
also have to abide by
the COBC?

A: All Wiproites are governed by the principles and values

embodied in the Spirit of Wipro. There is no separate code

for leaders and they must also abide by the COBC. Wipros
Principal Executive Officer and Senior Financial Officers have an
additional Code of Ethics to support requirements of complete
and accurate financial records and reporting.

Q: In my country, our A: Wipro does business in a number of countries worldwide

local laws differ from
some of the standards in
the COBC. What should
I do?

and we are committed to following the laws and regulations

everywhere we operate. Sometimes these laws may vary or
conflict with the COBC. Where they do, the laws of the land
will prevail. However, in some situations, COBC may take a
more conservative stand to avoid conflicts with certain other
country laws. If you believe local laws conflict with the COBC
or related policies, discuss the issue with your manager or
contact the HR manager or Ombudsperson for clarification.

Wipro Ombudsprocess

Cooperating with surveys, investigations and inquiries

The Company will promptly investigate all
credible reports of misconduct. Also, using
both internal and external resources,
Wipro conducts surveys and audits to
assess risks and enhance compliance.
All employees are required to cooperate
fully and truthfully with designated audit
and investigations professionals. Regular
purging of documents is in order except
if an investigation is in progress and a
document preservation or hold notice
is issued. Never mislead any investigator
and never alter or destroy documents or
records in response to an investigation.

Trained experts will be assigned to

The facts of the case will be

uncovered through interviews and

document reviews.

Unless authorised, you should never

conduct an investigation yourself.

Unless authorised do not disclose any

information about an investigation.

Investigators recommend appropriate

action, if needed, to management. If action

is necessary to correct the situation and
prevent a recurrence, the Company will
take corrective steps including disciplinary action against the erring employee
up to and including dismissal.

conduct the investigation.

Q: Why are

we expected to
cooperate with
and inquiries?
I would
rather not get

A: When the Company conducts an investigation it is because there

is the possibility of a breach of our policies, or legal requirements.The

investigation is necessary to protect individuals,Wipro, and, in some cases,
the public. If employees do not cooperate it may be impossible to get all the
facts and take the right actions. Also the investigation will help the Company
in process corrections which would help in avoiding repeat violations.
Withholding information or knowingly giving false or misleading information
or sharing information about an investigation is a serious violation of your
duties as an employee and could result in disciplinary action.

Ethical Leadership
If you are in a leadership
position at Wipro, you are
also expected to meet
the following additional

Lead by example.

Managers are expected

to exemplify the highest
standards of ethical
business conduct and to
model the Spirit of Wipro.

conduct programmes
and monitor compliance
of Wipros values and
ethical business conduct
guidelines through such

Help create a work

Support implementation
of ethics and business

Wipro Code of Business Conduct

environment that focuses

on building relationships.
Recognise effort and value
mutual respect and open

Communicate to employ-

ees and business partners

(such as dealers, distributors, agents) about how the
COBC and policies apply
to their daily work.

Be proactive. Look for

opportunities to discuss
and address ethics and ethically-challenging situations
with team members.

Create an environment

where everyone feels

comfortable asking
questions and reporting
potential violations of the
COBC and policies.

Never ask another or

pressure anyone to do
something that is in
violation of the COBC.

Be aware of the limits of

your authority and do
not take any action that
exceeds those limits.
Delegate authority only
where permissible and

never delegate authority

to any individual who
you believe may engage
in unlawful conduct or
unethical activities.

If you supervise third

parties, ensure that

they understand their
ethics and compliance

Q: My business unit

A: No.While successful businesses set high goals and

Q: Im a manager

A: No matter who the allegation involves, you must

and Im not clear what

my obligations are if
someone comes to me
with an accusation
and what if it involves a
senior leader?

report it without exception. Wipro provides several avenues

for reporting concerns. If for any reason you are uncomfortable making a report to a particular person, you may talk
to the Ombudsperson.

Q: Im a manager. If

A: Though you are chiefly responsible for personnel under

sets various goals

that we are asked to
achieve. Sometimes I
find that I can achieve
some of the goals only
if I violate the COBC. Is
this acceptable?

I observe misconduct
in an area not under
my supervision, am
I still required to
report the issue?

employees strive to achieve them, you should never violate the

COBC or Wipros policies in a quest to achieve your goals.

your supervision but all Wiproites are required to report any

misconduct they become aware of, and as a leader you are
especially obliged to take action. The best approach is to first
talk with your manager who oversees the area where the
problem is occurring, but if this doesnt work, or isnt feasible,
you should use other resources listed in the COBC.

Wipro Ombudsprocess

the Right Choice
Making the right decision is not always easy. There will be times when you will be under pressure
or unsure of what to do. Always remember when you have a tough choice to make, you are
not alone.Your fellow Wiproites are available to help and you have other resources to turn to
including the COBC.
When faced with a tough ethical decision it may help to pause and ask these questions. If you give
a negative answer to even one question, consider a different action or seek help.
Is it the right thing to do? Is it legal? Is it consistent with our policies?
Have I considered all the options?
Will my actions be consistent with the Spirit

of Wipro?
Will I be comfortable telling others about my decision?
Can I honestly say Id be proud of the choice I made?
What is the possible impact of my actions on others, including
fellow employees and stakeholders?

Asking Questions and Raising Concerns

In todays complex business environment, it is inevitable that questions and ethics and compliance concerns
will arise. The sooner Wipro leadership knows about possible problems, the sooner they can be addressed.
Each one of us is responsible to promptly raise issues or concerns about misconduct. If you become aware
of conduct that you believe violates Wipros policies, regulations, or the law, talk to your manager. If this
seems inappropriate, or if you dont believe the person to whom youve reported your concern has taken
appropriate action, you have several additional options:
Speak with your managers manager or any member of Senior Management
Contact the Legal & Compliance Department or your HR manager.
Use the Companys Ombudsprocess, which is a whistle-blower process,
by contacting
In addition, if you have a question about a Wipro policy, you can send your query to:
You also have the option to use Wipros Hotline.To access the Hotline, please visit
Calls to the Hotline may be made anonymously; however,Wiproites are encouraged to provide their name.
Anonymous calls will be considered for further action at the sole discretion of Wipro and anonymous callers
may need to provide additional information before an effective investigation can take place.You also have an
option to raise your concerns directly to Chairman of the Audit Committee (
No form of retaliatory action will be taken against that employee raising a concern even if the same
does not turn out to be true. But in raising the concern the employee is advised to exercise due care to
ensure good faith.

Wipro Code of Business Conduct

Q: Our manager

typically does nothing

when concerns about
potential misconduct
are brought to her
attention and I believe
she has made things
difficult for co-workers
who have raised issues.
Now I have a problem.
A co-worker is doing
something that I believe
to be ethically wrong.
What should I do?

A: Take action and speak up.You are required to report

misconduct. Though raising it with your manager is often the

best way to efficiently address a concern, if you do not believe
that it is appropriate or do not feel comfortable doing so, you
should talk to your managers manager, or any of the resources
listed in the COBC.

Preventing Retaliation
Managers must listen openly
to concerns about misconduct, respond appropriately,
and never retaliate against
those who raise issues in
good faith. Lack of content/
expert knowledge could
cause anxiety on the part an
employee to believe it to be
wrongstill it is fine.
It is a violation of our policy

and contrary to our values,

to engage in retaliatory acts
against any employee who
reports wrongdoing of any
type, or any employee who
testifies, assists or participates
in a proceeding, investigation
or hearing relating to allegation of misconduct.
Wipro takes claims of
retaliation seriously. All such

claims will be thoroughly

investigated and if substantiated, retaliators will be
disciplined up to and including
termination. If you believe you
have been retaliated against,
you should report such action
to the Ombudsperson or use
any of the reporting methods
described in the COBC.

Wipro Ombudsprocess

Accountability and Discipline

Violating relevant laws,
regulations, or the COBC,
or expecting or encouraging
others to do so, exposes the
Company to liability and puts
the Companys reputation at
risk. If an ethics or compliance
problem does occur, you have
an obligation to contact one
of the resources listed in the


COBC so that an effective

solution can be developed.

policies or any other policies

of Wipro.

Wipro will take appropriate

disciplinary action including
up to termination against any
employee, agent, contractor
or consultant, whose actions
are found to violate these

Compliance process at Wipro

has the oversight of the Board
of Directors, Audit Committee and Corporate Compliance Committees comprising
of Board members.

Wipro Code of Business Conduct

Acting in the Best Interest

of Our Customers, Business
Partners and the Public
THE SPIRIT OF WIPRO begins with the Intensity to Win and the commitment to making our
customers successful.
Wiproites know that winning and success are only possible if we consistently act in the best
interests of our customers, business partners and the public. When we make their interests our
priority we earn and keep their trust.

Customer Relations
Our standard
Customers purchase our services and products because
they trust them. They trust
the quality of our services
and products, they trust their
value, and they trust that
we will stand behind what

we sell and deliver. We must

preserve that trust.
Wipro has a fundamental
responsibility to ensure that
customers have faith in the
quality of our services and

products. It is the primary

responsibility of every
employee to make sure that
our services and products
are consistently of the
highest quality.

Marketing and Advertising

Advertising is an essential instrument
for effective brand building and communicating with customers. We strive to
ensure that all advertisements of Wipros
services and products are done ethically.
Our advertising must never misrepresent,
deceive, or be likely to mislead customers.
Marketing and advertising of Wipro
services and products must be truthful

and accurate. False or unsubstantiated

claims about competitors offerings must
never be made. Our advertising, packaging,
displays, and promotions must always be
appropriate and sensitive to the culture
of customers and public in the country
in which the advertising is shown and we
will avoid political or religious remarks in
advertisements that may be offensive.

Wipro Ombudsprocess


Our responsibilities
advertising, marketing, sales
materials or presentations.

Each of us must ensure

that we follow our

rigorous product safety
and quality standards.

Do not make false or

illegal claims about

competitors or their
services and products.

Any concerns about product safety or quality must

be immediately reported.
It is the job of every
employee to make sure that
consumers get what they
expect and pay for.
Do not create misleading

Promise what you can

deliver and deliver on what

you promise.

If you are in a leadership

position at Wipro, you

have an obligation to
monitor the quality of our
supply chain to ensure that
the products we sell meet
all external safety and
quality standards, as well as
our own high standards.

impressions in any

Protecting Customer Information

Our standard
During the course of our
business operations, we often
have access to personal information related to customers
and others. While protecting

this information may now be

a legal requirement, for us at
Wipro, data privacy has always
been a matter of trust and
respect for others.

We respect the personal

information of customers and
others. Protecting their privacy
is very important for us.

Our responsibilities

Protect the confidentiality

of personal information
of current and former
customers, as well as
job applicants, business
partners and customers.

When sending personal

information across borders

or to third parties, make
sure that such transmissions
are for legitimate business
reasons and that they
comply with local law. Also
ensure that the recipient will
safeguard the information.

Access and use personal

information solely for
legitimate business
purposes and only if you
have a need to know.

Sensitive personal informa-

tion, such as social security

numbers, medical records,
credit card and bank account
numbers require special
handling based on local law.

Return or destroy personal

information that is no
longer required by you for
business reasons in accordance with our document
retention policies.

Do not forward customer

or other business infor-

mation and documents to

personal email IDs (such as
Gmail or Hotmail).

Do not use public file hosting

services (such as Dropbox,
SkyDrive, iCloud, Amazon
CloudDrive) to backup
customer or other business
information and documents.

If you notice a breach of this

policy or receive a customer
inquiry or complaint about
Wipros handling of personal
information, forward the inquiry
or complaint to Security Incident
Reporting (SIR) through the
Companys intranet system.



Wipro Code of Business Conduct

Supplier Selection
Our standard
Wipros suppliers make
significant contributions to
our success. To create an
environment where our
suppliers have an incentive to
work with Wipro, they must
be confident that they will
be treated lawfully and in an
ethical manner.
Our policy is to select
suppliers and make purchases

based on need, quality,

service, price and other terms
and conditions. We select
significant suppliers through a
competitive bid process where
all supplier relationships are
conducted by way of appropriate written contracts.
We believe in doing business
with suppliers and business
partners who embrace and

demonstrate high standards of

ethical business behaviour and
who share our commitment
to environmentally sustainable
practices and human rights.
Wipro will not establish a
business relationship with
any supplier if its business
practices violate local laws
and does not comply with our
Supplier Code of Conduct.

Government Contracting
Government Contracting Wipros
policy is to comply fully with all laws and
regulations that apply to government
contracting and transactions. It is also
necessary to strictly adhere to all terms
and conditions of any contract with

central, local, state, federal, foreign or

other applicable governments. Wipros
Legal & Compliance Department must
review and approve all contracts with any
government entity to confirm this.

Our responsibilities

If you are in a leadership

position at Wipro and

work with our suppliers
and business partners, you
must ensure that they have
received a copy of the
Supplier Code of Conduct.
Communicate to our
suppliers our standards for
high performance in ethics,
anti-corruption, human
rights, health, safety and
the environment.

Be vigilant and watch

out for any signs of

our business partners
violating applicable law or
regulations, including local
employment, anti-corruption, environmental, health
and safety laws.

Each of us who works

with suppliers must make

decisions in the best
interest of Wipro and
our customers based on

performance criteria, not

for any personal benefit
or gain.

Cooperate with audits of

suppliers and stop purchasing from those not making

real progress towards
meeting our standards.

Respect and protect the

confidential and proprietary

information of suppliers.

Wipro Ombudsprocess


Document all supplier

relationships in appropriate written contracts.

Disclose any situation that

may appear to involve a

conflict and remove yourself

from making or influencing

a purchasing decision.


Conflicts of Interest
Our standard
A conflict of interest occurs
whenever you have a
competing interest that may
interfere with your ability to
make an objective decision for
Wipro. Personal involvement
including financial interests
or dealings with a competitor,

client, managers, subordinate

employees or peers of Wipro
that has the potential of
affecting the employees ability
to exercise good judgment for
Wipro creates an actual or
potential conflict of interest.

Each of us is expected to
use good judgment and avoid
situations that can lead to
even the appearance of a
conflict. Conflicts of interest
can undermine the trust
others place in us and damage
our reputation.

Some examples of potential conflicts

of interest are:
Working directly or indirectly either

as an officer, employee, consultant or

agent for a competitor or client

Having a direct or indirect financial

interest in a competitor or client or

managers, or subordinate employees
or peers of Wipro

An intimate personal relationship that

develops at workplace between a
manager and subordinate

Engaging in an activity that is in

competition with Wipro

Using proprietary or confidential

information of Wipro for personal gain


Wipro Code of Business Conduct

Unauthorised use, or disclosure

of information about our
customers or business partners
for personal advantage

Accepting an expensive gift, enter-

tainment or business courtesy from

a supplier or service provider that
could potentially result in a conflict of
interest in dealing with the supplier or
service provider

Offering or issuing shares of Wipro to

officials of an existing or prospective
customer organisation

It is impossible to describe
every potential conflict,
which is why Wipro relies
on each of us to uphold the
high standard of Unyielding
Integrity and to seek advice

when needed. If you believe a

conflict or potential conflict
exists, discuss it with your
manager, the Legal & Compliance Department or HR.

Family Members and Close Personal Relationships

As a general rule, employees
must avoid conducting
any Wipro business with
a relative (which includes
a significant other) or a
business in which a relative is
associated in key role. If such
a related-party transaction
is unavoidable, the employee
must fully disclose the nature
of the related-party transac-

tion to his/her HR manager.

Members of an employees
immediate family and those in
a close personal relationship
may be considered for
employment on the basis
of their qualifications and
they may be hired if such
employment would not
create manager-subordinate

relationship. If a close
personal relationship exists
or develops between two
employees, both employees
involved must bring this
to the attention of their
manager and HR manager.
Attempts will be made to
find a suitable resolution.

Personal Investments and Corporate Opportunities

Employees may not own,
either directly or indirectly,
a substantial interest in any
business that does or seeks
to do business with, or is

in competition with Wipro,

without written approval of
CFO, Wipro Limited.
Employees are also prohibited

from making personal

business or investment
opportunities that are
discovered during the course
of their work at Wipro.

Outside Employment
While it is not the intent of
Wipro to unduly restrict the
activities of employees on
their own time, employees
may not work for or receive
payments for services from
any business that does or
seeks to do business with, or
is in competition with Wipro.
A conflict of interest may also
arise if an employees outside
work, including self-employ-

ment or commercial pursuit

of hobbies and interests,
interferes with the employees
ability to fulfil his or her
responsibilities to Wipro
including scheduled working
hours or overtime hours, or if
there is a risk that the outside
employment may cause the
employee to disclose Wipros
confidential or proprietary
information or trade secrets.

It is a conflict of interest to
serve as a director of any
company that competes with
Wipro. It may be a conflict of
interest if an employee serves
as a director of a Wipro
supplier, customer, developer,
or other business partner. But
in all these cases of potential
conflicts, the employee must
first obtain approval from
Head of HR, Wipro Limited.

Wipro Ombudsprocess


Volunteer or Charitable Work

On a case-by-case basis,
employees may be permitted
to work for non-profit/notfor-profit organisations, clubs
and charitable institutions
provided prior disclosure is
made to HR manager. The
employee must ensure that

the services they provide

do not affect Wipros
interest or reputation. The
employee must not accept
remuneration for any service
rendered except reimbursement of reasonable and
customary expenses.

Our responsibilities
a potential conflict of
interest.Your manager
may require you to
disclose the situation
to your HR manager
or Legal & Compliance
Department for
appropriate resolution.

Avoid conflict of

interest situations
whenever possible.

Discuss with your

manager full details

of any situation that
could be perceived as

Proactively address

situations that may put

your interests or those
of a family member
or others in potential
conflict with Wipro.

Gifts, Entertainment & Business Courtesies

Our standard
In many industries and countries, gifts and entertainment
are used to strengthen business
relationships.While this area of
concern can be complicated,
for Wiproites, one principle is
always clear: we do not accept
or provide gifts, favours, or
entertainment if the intent is to
influence a business decision.
Gift or entertainment or
business courtesies may only
be given to others if they are
reasonable compliments to
business relationships, are of
modest value and not against
the law or the policy of the
recipients company. More
specifically, gifts, entertainment and business courtesies
are only to be given or
accepted if all of the following

conditions are met:

It cannot be reasonably

construed as payment or
consideration for influencing or rewarding a decision
or action

It is consistent with

accepted business practices

It is justifiable when
offered or accepted

It does not violate

applicable law

Its public disclosure would

not embarrass Wipro

Accepting occasional gifts and

entertainment may be appropriate when developing business
relationships. However, they
should never be lavish or in

Wipro Code of Business Conduct

excess of the generally accepted

business practices of the country
or industry.When accepting gifts,
the value shall not exceed our
Acceptable Limit i.e.: US$ 100 or
equivalent currency for employees in the United States and
Europe and US$ 50 or equivalent
currency for employees in the
rest of the world.
Agents acting on Wipros behalf
must never give a gift of any kind
to anyone doing business with
Wipro or seeking to do business
with Wipro that is not within the
Acceptable Limit.
Charitable contributions or
donations are permitted to
registered charitable organisations as per internal guidelines
and processes.

The following types of Business Courtesies are not permitted:

Offering Business Courtesy

Travel expenses of family members of any third

party to attend Wipro-sponsored group events.

Accepting Business Courtesy

Sponsorship/reimbursement for travel,

accommodation, sporting/recreation/
cultural events, etc. by a third party not
connected with a business event.

Any business courtesy, charitable contribution

or donation to government officials, foreign
officials including officials of public international organisations (such as United Nations,
World Bank) or government companies.

Business courtesy to a third party when in

direct business negotiation with Wipro.

Sponsorship/reimbursement of expenses

for Wipros internal conferences by a third

party (e.g. Wipro-sponsored group events
or departmental conferences).

Business courtesy from a third party when

in direct business negotiation with Wipro.

Our responsibilities

Only offer or accept

gift, entertainment or
business courtesy that
are reasonable compliments to business

Exchange gift, enter-

tainment or business
courtesy that foster
goodwill in business
relationships, but
never provide any that
obligates or appears to
obligate the recipient.

Do not request or

solicit personal gift,

entertainment, or
business courtesy.

Accepting gifts of cash

or cash equivalents is
never allowed.

Understand and comply

with the policies of the

recipients organisation
before offering or providing gift, entertainment
or business courtesy.

Report correctly in

expense reports, all

expenses for any gift,
entertainment or
business courtesy

provided and accurately

state the purpose for
the expenditure.

If you are offered a

gift that has a value

over Acceptable Limit,
you cannot buy the
gift down to the
Acceptable Limit.

Do not to commit to

any donations requests

from customers
without first taking
internal approvals even
if the donation is for a
charitable cause.

At the request of a customer, you cannot make any donations from your own funds and claim
reimbursement from Wipro. Prior written approval must be taken.


Gifts, Entertainment or Business Courtesy

to Government Officials
Extra care and caution needs to be
taken when dealing with government
officials. No gift, entertainment or
business courtesy can be offered to
government officials. Government

officials include employees of government

companies, public sector undertakings,
departments, institutions of any government, foreign officials including officials of
public international organisations.

Wipro Ombudsprocess


Q: When I was traveling, A: If you have received any gift which exceeds the Accept-

able Limit, you are required to disclose the receipt of the gift
in the Gifts Disclosure Tracker and hand over the gift to the
Facilities Management Group of your location. A determination
will then be made as to how the gift should be used.

I received a gift from a

supplier that I believe
exceeds our Acceptable
Limits. What should I do?


Communicating with the Public

Our standard
We are committed to
transparency in our
disclosures and public
communications. Wipro needs
a clear, consistent voice when
providing information to the

public and the media. For this

reason, it is important that
only authorised persons speak
on behalf of the Company.
Never give the impression

that you are speaking on

behalf of the Company in
any communication that may
become public if you are not
authorised to do so.

Social Networking
Be especially careful when
writing communications
that might be published.
This includes postings to
the internet. If you participate in online forums,
blogs, newsgroups, chat

rooms, or bulletin boards, never

give the impression that you are
speaking on behalf of Wipro unless
you are authorised to do so. And
before you hit the send button,
think carefully. These types of
communications live forever.

Our responsibilities
authorised to speak from
Business Units of Wipro
should communicate any
non-public information
regarding Wipro with
media, analyst, investors or
anyone outside Wipro.

If you receive an inquiry

regarding Wipros
activities, results, plans
or its position on public
issues and you are not
specifically authorised to
respond, refer the request
to Corporate Communications or Investor Relations.

If you intend to write or

No person other than the

members of Communications Department which is

part of Strategic Marketing
Department, Investor
Relations Department and
selected persons who are

publish a book, article or

manuscript or deliver a
presentation which relates
in any way to Wipros
business, you must receive
prior approval of your
manager and HR manager.
If the publication or

presentation identifies you

as an employee of Wipro, it
must state that: The views
expressed in this article/
presentation are mine and
Wipro does not subscribe
to the substance, veracity
or truthfulness of my views.

If you are aware of any

unauthorised employee
contact with media or
analysts, on-record or
off-record basis, immediately inform the Communications or the Investor
Relations Departments.



Wipro Code of Business Conduct

Social Media and Networking

Our standard
Social media sites and
services are a popular method
of communication and
interaction. Wipro supports
the rights of its employees
to express themselves freely
through social networks,
blogs, wikis, chat rooms,
comment forums, and other
online locales. However,
employees must remember to
be cautious when such activity
involves information about
or may affect the perception

of Wipro, its customers and

business partners.
All Wipro employees
are expected to conduct
themselves professionally
in their online activities
and to respect and protect
the reputation of Wipro,
its customers, and business
partners. All rules which apply
to offline conduct also apply
to online comments, postings,
and other communications.

Wipro reserves the right

to review and monitor the
online activities of its employees when they are relevant to
the Company, as well as any
online communications made
using Company resources
(computers, phones, tablets,
data cards etc.). If Wipro
perceives that such online
activity is in violation of
Company policies, appropriate
investigation and action will
be taken.

Our responsibilities

Always be mindful of

Wipros ethical standards

and comport yourself
professionally in all
Wipro-related communications. Remember
things you post online
will be publically available
for a long time, so before
you click send or submit,
think carefully.

Always obey any laws

governing your online


Never give the impression

that you are speaking on

behalf of Wipro unless you
are authorised to do so.

Always identify yourself and

be clear, when your online
activities are relevant to
Wipro, that the views you
are expressing are your
own and do not represent
the opinion of Wipro.

Refrain from posting

confidential non-public
or proprietary information online.

Post messages which

contain racially or
sexually offensive
material, political or
religious solicitations
or anything else which
is inappropriate or
has the potential to
cause harm to Wipro
or its customers and
business partners.

Never post any details

online about Wipros

customers or business
partners, including on
professional networking
sites such as LinkedIn.

Dont use social media

for any activity to which

others are likely to object,
or which violates COBC
or its values as explained
in the Spirit of Wipro. In
particular, do not:

Spam using email

or send unsolicited

Defame, abuse, harass,

stalk, threaten or
otherwise violate the
legal and privacy rights
of companies or people.

Remember that some

information or statements
are considered material
non-public information,
unpublished price-sensitive information or
forward looking statements. Sharing or posting
such information may be
a violation of applicable
insider trading laws. Examples of such information
include data on Wipros
business performance, new
markets, new customers,
management changes, etc.



Wipro Ombudsprocess


Protecting Our
Information and Assets
ONE OF THE MAJOR CONCERNS in the present information technology era is protection of
confidential and personal information that is collected and disseminated. For Wiproites, protection of confidential information rests on our pledge to act with sensitivity and to demonstrate
respect for the Individual.
It is simple: when we take action to safeguard confidential information and Company assets that
have been entrusted to us, we are delivering on our commitments and living up to the assurances
we have made to others.

Confidential Information
Our standard
One of our most valuable
assets is information. Information that is not generally
disclosed and could be helpful
to Wipro or would be to
competitors must be protected.
The unauthorised release
of confidential information
can cause Wipro to lose a
critical competitive advantage, embarrass the Company,
and damage our relationships


with customers and

others. For these reasons,
confidential information
must be accessed, stored,
and transmitted in a manner
consistent with Wipros
policies and procedures.

tion that is entrusted to us.

We must keep it secure, limit
access to those who have a
need to know in order to do
their job, and avoid discussion
of confidential information in
public areas.

Each of us must be vigilant to

safeguard Wipros confidential
information as well as third
parties confidential informa-

The obligation to preserve

Wipros confidential information is ongoing, even after
employment ends.

Wipro Code of Business Conduct

Confidential information includes but is not

limited to the following:
Client lists, vendor lists, client agreements, and vendor agreements,

Research and development procedures,

and test results,

Trade secrets and inventions,

Marketing techniques, materials and

development plans, price lists, pricing
policies, business plans,

Computer programs and related data

and materials,

Financial information and projections,

Drawings, file data, documentation,

diagrams, and specifications,

Employee files and other information

related to human resources and
benefits systems and content.

Know-how, processes, formulas,

models, and flow charts,
Software completed or in various
stages of development, source codes,
and object codes,

Our responsibilities

Use and disclose

confidential information
only for legitimate
business purposes.

Properly label confi-

dential information to
indicate how it should
be handled, distributed
and destroyed.

Protect intellectual

property and confidential information by

sharing it only with
authorised parties.

Never discuss confidential

information when others
might be able to overhear

what is being said for

example on planes,
elevators and when using
mobile phones.

Be careful not to send

confidential information
to unattended fax
machines or printers.

Q: I am unable to complete my project at A: No.You cannot forward any

the development centre. Can I forward the
project material or email to my personal
email account so that I can continue and
complete that work from home?

Wipro or customer information to your

personal email account. To do so would
be a serious breach of confidentiality.

Q: I would like to have a backup of all

A: No.You cannot use any public

information that I create for Wipro and

our customers. I feel the safest and most
secure way to preserve them is by using a
secure cloud hosting service. Can I do so?

cloud hosting service such as Dropbox,

SkyDrive, iCloud, Amazon CloudDrive
for back-up or storage of information
belonging to Wipro or its customers.
You must contact the Information
Security team for appropriate solution.


Wipro Ombudsprocess


Intellectual Property
Our standard
We have an obligation to
identify and protect the
intellectual property, trade
secrets and other confidential
information owned by Wipro,
our customers, and business
partners. Doing so is critical
to our success.
Intellectual Property or IP
refers to patented or poten-

tially patentable inventions,

business methods, trademarks,
service marks, trade names,
copyrightable subject matter,
and trade secrets. We must
all be aware of and comply
with Wipro procedures
necessary to safeguard these
assets, including complying
with any agreement relating

to IP and confidentiality
agreements signed upon the
commencement of or during
our employment.

Unauthorised receipt or

Always consult the Legal &

In addition to protecting
Wipros own intellectual
property rights, Wipro
respects the valid intellectual
property rights of others.

Our responsibilities

All employees are

responsible for complying

with the requirements of
software copyright licenses.

use of the intellectual

property of others may
expose Wipro to civil
lawsuits and damages.
Employees are advised to
strictly follow all Wipro
procedures, including those
governing the appropriate
handling of unsolicited
intellectual property.

Employees must use pro-

prietary material of others

only under valid license
and only in accordance
with the terms of such a
license this includes the
use of software.

Only use software that has

Do not use copyrighted

been properly licensed in

line with the usage terms
and conditions in license
agreement. The copying
or use of unlicensed or
pirated or cracked
software on Company
computers or other
equipment to conduct
Company business is
strictly prohibited.

materials without appropriate permission. Keep

in mind that all content
such as pictures, videos,
and articles available online
could be copyrighted and
cannot be copied or used
without written approval
from the copyright owners
even if it is for internal
training purposes.

Compliance Department
whenever an IP issue is
involved or whenever you
are not clear on the course
of action to be taken.

Do not download unau-

thorised music or video

on Wipro resources or
stream unauthorised music
or video using networks of
Wipro or our customers.

Prior approval of Legal &

Compliance Department
is required to download
free-ware or free-trial
third-party software or
shareware programs
from the internet.



Wipro Code of Business Conduct

Competitive/Business Intelligence
Our standard
Information about competitors is a valuable asset in the
highly competitive markets
in which Wipro operates.
When collecting competitive
intelligence, Wipro employees
and others who are working
on our behalf, must always
live up to Wipros standard of
Unyielding Integrity.

We must never engage in

fraud, misrepresentation
or deception to obtain
information. Nor should we
use invasive technology to
spy on others. Care should
be taken when accepting
information from third parties.
You should know and trust
their sources and be sure that
the knowledge they provide is

not protected by trade-secret

laws, or non-disclosure or
confidentiality agreements.
While Wipro employs former
employees of competitors,
we recognise and respect the
obligations of those employees not to use or disclose the
confidential information of
their former employers.

Red flags: Obtaining Competitive Intelligence

Retaining papers or computer records
from prior employers in violation of

Using others confidential information

without appropriate approvals;

Using job interviews to collect

confidential information of competitors and others;

Asking employees to discuss confi-

dential information pertaining to their

previous employment;

Working on suggestions from third

parties for new services, products,

product features when the source of
the original idea is not fully known;

Obtaining information through any

behaviour that could be construed as

espionage, spying or which you
would not be willing to fully disclose;

Relying, without verification, on

third parties claims that competitive

intelligence was obtained properly.

Our responsibilities

Never accept information

offered by a third
party (e.g. competitor
information during request
for information or RFI
stage) that is represented
as confidential, or which
appears from the context
or circumstances to be
confidential, unless an

appropriate nondisclosure/
confidentiality agreement
has been signed with
the party offering the
information. The Legal &
Compliance Department
can provide nondisclosure
agreements to fit any
particular situation.

Obtain competitive infor-

mation only through legal

and ethical means, never
through misrepresentation.

Never contact com-

petitors to seek their

confidential information.

Wipro Ombudsprocess


Respect the obligations of

others to keep competitive

information known to
them as confidential.

behalf live up to our

standards of confidentiality.

Do not induce or receive

confidential information of
other companies.

Make sure that third

Do not disclose suppliers

non-public pricing information to third parties.

parties acting on our

Q: I am a manager of a sales

force. One of my team members

who recently joined Wipro from a
competitor has with him a customer
list and price list of the competitor.
He says he plans to use it to Wipros
advantage. Should I just ignore this?

A: No. If an employee retains competitor

information, this can result in legal action by

the competitor.You must promptly report
this to the Legal & Compliance Department
for appropriate action, which could include
collecting lists and destroying them or returning
to the competitor.

Protecting the Privacy of Employee

and Personal Information
Our standard
In recent years, individuals,
companies and governments
have grown increasingly
concerned about the privacy
and security of personal
information. In many countries
and cultures around the world
people have deeply-held

beliefs on the topic and as

a result, laws protecting
the privacy of personal
information and how it may be
collected, shared, and used are
becoming more common.

personal information of our

fellow Wiproites and others.

We have a responsibility to
protect the confidential and

Our responsibilities

All employees and con-

tractors are accountable

for protecting personal
information and for
handling it securely.

ing, processing, storing and

transferring it.

Only share personal

information with other

employees who have a
legitimate need to know
and take steps to ensure
that they understand the
importance of properly
handling the data you
share with them.

Collect personal informa-

tion only for legitimate

business purposes and keep
it only as long as necessary.

Take adequate precautions

to safeguard personal
information when collect-

When we use third parties

to provide services for

us, make sure that they

understand the importance we place on privacy
and that they must uphold
our standards.

When appropriate, allow

employees whose personal

data is held by the Company to review and correct
such information.

Follow all document

retention and document

destruction requirements.



Wipro Code of Business Conduct

Business Records and Internal Controls

Our standard
Investors, government officials
and others need to be able
to rely on the accuracy and
completeness of our business
records. Accurate information
is also essential within the
Company so that we can
make good decisions. Inaccurate records can adversely
impact Wipro in many ways,
including weakening of
our internal controls over
financial reporting.

financial and regulatory

disclosures have a special
responsibility in this area, but
all of us contribute to the
process of recording business
results and maintaining
documents. Each of us is
responsible for helping to
ensure the information
we record is accurate and
complete and maintained
consistent with our system of
internal controls:

Wipro is committed to
making full, fair, accurate,
timely and understandable disclosure on all material aspects
of our business including
periodic financial reports that
are filed with or submitted to
regulatory authorities.

Never make false claims

Employees with a role in the

preparation of our public,

on an expense report or
time sheet.

Always be accurate,

complete and truthful

when submitting financial,
quality or safety results.

Do not record false

sales or record them

early or late, understate

or overstate known
liabilities and assets, or
defer recording items that
should be expensed.

Make sure that financial

entries are clear and

complete and do not hide
or disguise the true nature
of any transaction.

Do not maintain undis-

closed or unrecorded
funds, assets or liabilities.

Our responsibilities

Create business records

that accurately reflect the

truth of the underlying
transaction or event.

Be as clear, concise,

truthful and accurate when

recording any information.
Avoid exaggeration,
colourful language,
guesswork, legal conclusions, and derogatory
characterisations of people
and their motives.

Create financial records

that conform both to

applicable standards of
accounting and reporting
and to Wipros accounting
policies and procedures.

Do not record or approve

false or misleading
entries, unrecorded funds
or assets, or payments
without appropriate
supporting documentation.

Do not sign documents

including contracts
without authority. Sign only
that you are authorised to
sign and that you believe
are accurate and truthful.

Wipro Ombudsprocess


Document Management and Legal Holds

Each of us is responsible for information
and records under our control. We
must be familiar with the recordkeeping
procedures that apply to our jobs and
we are accountable for the accuracy and
truthfulness of the records we produce.
It is also our responsibility to keep our
records organized so that they can be
located and retrieved when needed.
Documents should never be destroyed
in response to or in anticipation of an
investigation or audit. Contact the Legal
& Compliance Department if there is
any doubt about the appropriateness of
document destruction.

A legal hold suspends all document

destruction procedures in order to
preserve appropriate records under
certain circumstances, such as litigation
or government investigations. Legal &
Compliance Department determines and
identifies what types of Wipro records
or documents are required to be placed
under a legal hold. Every Wipro employee,
agent and contractor must comply with
this requirement. Legal & Compliance
Department will notify employees if a
legal hold is placed on records for which
they are responsible. If employees have
any questions about this they shall contact
Legal & Compliance Department.

Q: At the end of the last quarter reporting

period, my manager asked me to record

additional expenses even though I had not yet
received the invoices from the supplier and
the work has not yet started. I agreed to do it,
mostly because I didnt think it really made a
difference since we were all sure that the work
would be completed in the next quarter. Now I
wonder if I did the right thing.


Wipro Code of Business Conduct

A: No you did not do the

right thing. Costs must be

recorded in the period in which
they are incurred. The work was
not started and the costs were
not incurred by the date you
recorded the transaction. It was
therefore a misrepresentation
and, depending on the circumstances, could amount to fraud.

Safeguarding Company Assets

Our standard
To best serve our customers
and shareholders, we all have
a responsibility to use Wipros
assets and resources wisely
and with care. All employees
are responsible for using good
judgment to safeguard the

tangible and intangible assets

of Wipro, and to ensure that
our assets are not misused,
damaged, lost, stolen or wasted.
Company assets include
Wipros physical facilities,

property and equipment,

electronic communication
devices, intellectual property,
confidential information,
files and documents, as
well as inventory, computer
networks, and supplies.

Personal use of Wipros electronic communication

devices may be permitted within the following guidelines:
The use is reasonable.
There is no incremental cost to Wipro
or such cost is minimal.

Charges for certain personal use of

telephones (e.g. long-distance calls) are

declared and paid up by employee.

The use does not result in any

illegal activity.

The use does not harm the

business or reputation of the

Company or any individual
associated with the Company.

Our responsibilities

Use Wipro assets for legitimate business purposes.

Personal use of Company

assets should be incidental

and kept to a minimum and
should have no adverse
impact on productivity and
the work environment.

Do not use Wipro

equipment or systems,
including email and the

internet, to download,
create, store or send
content that others might
find offensive.

Do not share passwords.

Comply with Wipros
password security
requirements such as
periodically changing
access passwords.

Report any suspicions

you may have concerning

theft, embezzlement, or
misappropriation of any
Company property.

Any suspected loss,

misuse or theft of
Wipros assets must
be reported to your
manager or HR manager.

Wipro Ombudsprocess


Red flags: Misuse of Wipro Assets

Company property that is not secured

Unknown individuals without

Allowing others to borrow or use

Misuse enforcement of electronic

when not in use

Wipro equipment without approval

Q: I brought home from office,

a CD containing some customer

information so I could work on
it at home on my own computer.
I didnt download the data and
I returned the CD to work the
next day. Was that okay?

proper credential in our facilities

access control cards

A: No.You should not use your own computer

equipment to do Wipro work or carry home

Company information on portable media because
the data may become corrupted, lost or disclosed
to unauthorised persons.



Wipro Code of Business Conduct

Following the Letter

and the Spirit of Laws
and Regulations
COMPLIANCE WITH LAWS, regulations and contractual obligations is the bedrock on which
organisations are built. Compliance with the highest order of governance and ethics has been a
hallmark of Wipro and will continue to be non-negotiable.
We pride ourselves in upholding the Spirit of Wipro and we consistently demonstrate our values
in our actions.
All our actions should pass the TRIPLE TEST: Is it legal?

Is it ethical?

Does it maintain and build our reputation?

Insider Trading
Our standard
Confidential information may
not be used for personal
benefit at the stock market.
Each of us is prohibited from

trading securities or passing

information on to others who
then trade (tipping) on the

Q: Im not sure what

A: Material Information includes any information that a

kind of information is
covered by the term
Material Information.
What does it include?

basis of material information

before it is made publicly
available to ordinary investors.

reasonable investor would consider important when deciding

whether to buy, sell or hold a security. This can include news
about acquisitions, financial results, important management
changes, commencement or termination of customer contracts
as well as news about the financial performance of a company.

Q: Im unclear about A: Unpublished price sensitive information is information

the term unpublished
price sensitive information. What does
this mean?

which relates directly or indirectly to the company which if

published or publicised is likely to materially affect the price of
securities of the company.

Wipro Ombudsprocess


Our responsibilities

Do not buy or sell

in short sales, or trade

in puts, calls or other
options or derivatives on
Wipros stock.

securities of Wipro on
the basis of material
non-public information.

Employees having

Know that material

non-public information
includes unpublished
price sensitive information. Such information
must be handled only on
a need to know basis.

knowledge of or access
to material non-public
information will be
insiders who have an
obligation not to misuse
such information.

No employee falling

Be careful when others

request confidential
information about Wipro

under the category of

insider should engage

or Wipros business
partners. Even casual
conversations could be
viewed as illegal tipping
of inside information.

Employees may purchase

and sell Wipro securities,
as long as they are not
basing decisions on inside
information and defined
insiders comply with
Code for Prevention of
Insider Trading.


Anti-Trust and Fair Competition

Our standard
We believe in free and open
competition and we never
engage in improper practices
that may limit competition
through illegal and unfair
means. We do not enter into
agreements with competitors
to engage in any anti-competitive behaviour, including setting


prices or dividing up customers, suppliers or markets.

As Wipros business interests
are spread across the world,
Wipro may be subject to
competition laws of various
jurisdictions. Most countries
have well-developed bodies

Wipro Code of Business Conduct

of law designed to encourage

and protect free and fair competition. Wipro is committed
to adhering to these laws
both in letter and spirit. These
laws often regulate Wipros
relationships with our
distributors, resellers, dealers
and customers.

Our responsibilities

Anti-trust laws are very

complex and the risks

associated with non-compliance can be severe. If
you have questions or
if you believe an activity
undertaken by Wipro
or one of our business
partners may be viewed as
restraining fair competition,
consult with the Legal &
Compliance Department.

Never participate in
conversations with
competitors that could be
perceived as limiting competition (i.e. no sharing of
proposals especially when
responding to request for
proposals or RFPs). As
a general rule, contacts
with competitors should
be limited and must
always avoid certain
subjects including any

matter relating to competition between Wipro

and its competitor, such
as sales prices, marketing
strategies, market shares
and allocation of market,
territories, supply and
sources or customers.
If such a conversation
begins, leave the meeting
immediately and report
it to the Legal & Compliance Department.

Never disparage our competitors or their products.

Do not make false or
misleading statements
about them and ensure
that all sales and promotional efforts are free from

Never enter into agreements with competitors

that affect prices they
charge, as they may constitute illegal price-fixing.

Never enter into any

agreements that are in
restraint of trade, prices,
quality of products or
services or in any manner
monopolize any part of
trade or commerce by
controlling the supply of
a product or service with
the intention to control
its price or to exclude
competitors from the

If you oversee distributors

or agents who sell Wipros
products, ensure that there
is clear written permission
from Wipro before they
engage in such activities
as bundling of products,
discounts on the market
price, or free gifts.

Never initiate, discuss or

encourage boycotts of
specific products or services
of customers or suppliers.

Warning signs: Antitrust

Formal or informal understandings

or agreements with competitors

that set prices, or allocate production, sales territories, products,
customers or suppliers.

Decisions to terminate business

relationships, pricing of a product

below cost, and certain other pricing
and promotion policies, especially
when we have a substantial share of
the market.

Exchanging confidential information

with competitors regarding pricing,

marketing, production or customers.

Charging different prices to similarly-situated customers.

Discriminating unfairly between

similarly-situated customers.

Formal or informal territorial

restrictions on channel partners

such as dealers, distributors.

Wipro Ombudsprocess


Q: I received sensitive A: Do not use the information for any purpose. Contact the
pricing information
from one of our competitors. What should
I do?

Legal & Compliance Department without delay and handover

the information.

Our standard
Wipro conducts its business
free from the influence of
corruption and bribery. Employees and business partners are
expected to be aware of and
follow all anti-corruption and
anti-bribery laws everywhere
we do business (including
the US Foreign Corrupt
Practices Act or FCPA and
UK Bribery Act). Employees
must be careful to avoid even
the appearance of offering or

accepting an improper payment,

bribe or kickback.
Control over intermediaries
and third parties who are
operating on our behalf is
important.We must exercise
due diligence to ensure that
their reputation, background
and abilities are appropriate
and meet our ethical standards.
Intermediaries are expected
to act in accordance with
the requirements set out in

this Code.We must never do

anything through a third party
that we are not allowed to do
by ourselves.

Red flags: Anti-corruption

Unusual requests, such as for payments
in a different country to a third party
or in cash.

Ties between an agent or third party

and a government official.

Requests for arrangements to be made

without written records.


Wipro Code of Business Conduct

Requests by agents or third

party providers for extra

commissions or fees, without
valid written documentation.

Requests for donation, gift,

entertainment or business
courtesy that is unusual.

Our responsibilities

Do not offer, provide or

promise to offer or authorise bribes or kickbacks,
under any circumstances.

Always be sure to
perform due diligence and
know your, business partner, consultants, agents,
and all those through
whom we conduct our
business. Know who they
are, what they do, where
they are based, and how
they will use our services
and products.

Never maintain off-book

accounts in order to
conceal improper payments. All expenditures and
any other payments must
be accurately presented in
Wipros books and records.

Payments that are

public sector undertakings,

departments, institutions
of any government, foreign
officials including officials
of public international

Wipro does not make

intended to improperly
influence a government
official must never be
made. Government official
include employees of
government companies,

contributions to any
political party. Also, no
employee may make a
political contribution,
whether cash or otherwise
on behalf of Wipro.




Wipro Ombudsprocess


Political Involvement/Lobbying
Our standard
Wipro respects the rights
of employees to voluntarily
participate in the political
process. However, due to
complex requirements, there
are specific guidelines that
must be followed before
contributions may be made
and before campaigning for or
holding public office.
Employees must always make
it clear that their views and
actions are their own and
not those of the Company
and employees must never
use Wipro resources to
support their personal
choice of political parties,
causes or candidates.
Employees, agents or
contractors whose

work requires lobbying

communication with any
member or employee of a
legislative body or with any
government official in the
formulation of legislation must
have prior written approval
of such activity from CFO,
Wipro Limited.

Examples of
lobbying activities

order, policy or position of

the Government; or

Lobbying activities include

oral, written or electronic
communications to a government official or government
employee regarding:

(ii) The administration or

execution of a legislative
programme or policy;
and the nomination or
confirmation of a person
to the government.

(i) Formulation, modification,

or adoption of a legislation,
rule, regulation, executive

The list is not exhaustive

but it is intended to provide
general, practical guidance.

Q: Im thinking about A: Yes, you must. Campaigning or holding a public office

running for a local
political office. Do I
need to get approval
from the Company?

Our responsibilities

Take steps to ensure that

requires prior approval from the CFO, Wipro Limited. This

is necessary because of the complexity of relevant laws and
regulations. For example, holding a governmental position may
trigger conflict of interest laws, which in some jurisdictions could
prohibit Wipro from engaging in business within that jurisdiction.

You cannot commit

your individual political

opinions and activities are not
viewed as those of Wipro.

Lobbying activities or
government contacts on
behalf of the Company
should be coordinated
with the office of CFO,
Wipro Limited.


Wipro to any corporate

political spending, donating
products, services, transportation etc.

Never pressure another

Wipro Code of Business Conduct

employee, customer
or business partner to
contribute to, support, or

oppose any political group

or candidate.

Employees campaigning for

political office must not
create, or appear to create,
a conflict of interest with
their duties to Wipro.

Q: What types of

expenditures are
covered by the Policy
on Lobbying?

A: Political contributions include monetary spending, as well as

indirect contributions such as the purchase of tickets to a political

fundraiser.The policy also applies to in-kind contributions such as the
use of corporate resources including our facilities and employee time.

Q: My brother is contesting for a political office and A: No you cannot.You

I believe he is an eligible candidate. Can I campaign
for him at office among colleagues?

must keep this off limits from

work at Wipro.




Global Trade
Our standard
Many laws govern the conduct
of trade across borders,
including laws that are
designed to ensure that transactions are not being used
for money laundering, others
that prohibit companies from
illegal trade boycotts, as well
as laws regulating exports.

We are committed to complying with all such laws that

are applicable in the countries
in which we operate. Each of
us is responsible for knowing
the laws that apply to our
jobs, and seeking expert
advice if in doubt about the
legality of an action.

Global Trade Restrictions and Controls

Every country places restrictions and
controls on how trade must be conducted
within and across its borders. Specific
regulations and rules apply to customs,
imports and exports, technology transfers,
as well as how companies should respond
to trade boycotts enforced by one set of
countries against another.
These global trade restrictions apply when
we ship products across national borders,
but in some cases they also apply when we
send data and technological information

to colleagues or third parties via email or

over the internet.
Since laws concerning international trade
are complex and are often subject to
change, it is important that employees
who travel internationally, or who
provide services or information across
national borders, remain up-to-date
on relevant requirements. If you have
any questions, consult with the Legal &
Compliance Department.

Wipro Ombudsprocess


Our responsibilities
comply with laws governing imports and exports.

Maintain appropriate

import, export and

customs records at each
Wipro business location.

To help prevent and detect

Seek guidance from Legal

& Compliance Department

to ensure that shipments
of information, products or
software across borders

money laundering and

terrorist financing, watch
for any suspicious payments, which may include
cash or the equivalent
(when cheques/checks

or wire-transfers are the

norms); payments made
from personal accounts
instead of business

Always consult Legal &

Compliance Department
before initiating business in
a country new to Wipro.

Q: As part of a bid invitation, I recently A: You should contact your manager

received a request to support a trade
boycott. What should I do?


Wipro Code of Business Conduct

or Legal & Compliance Department.

Performance through
Teamwork and Respect
AS A GLOBAL COMPANY we employ individuals and we work with business partners who
represent a rich variety of backgrounds, skills and cultures. Combining this wealth of resources
creates the diverse and collaborative teams that consistently drive our achievements.
To attract and retain talented and dynamic individuals from around the world, it is vital to have a
supportive work environment, based on mutual respect. Wipro always encourages and promotes
favourable employment conditions and positive relationships between employees and managers
and we encourage open communications and employee development.
Living our values helps our Company succeed, and it also creates the setting for each of us to
thrive and to reach our full potential. Following are some of the key areas where we must be
guided by in our commitment to The Spirit of Wipro.

Human Rights
Our standard
We support fundamental
human rights for all people.
We will live up to and
champion a commitment
to human rights among
our employees, business
partners and suppliers, and
comply with the applicable
laws in every country in
which we operate.

Child Labour
Wipro will not use, nor do we
support others who use child
labour. Wipro also recognises
that this evil cannot be
eradicated by simply setting
up rules or inspections.

Towards this end, Wipro

is committed to work in a
pro-active manner to eradicate child labour by actively
contributing to the improvement of childrens social
situation. Wipro supports the
use of legitimate workplace
apprenticeship, internship and
other similar programmes
that comply with all laws and
regulations applicable to such
Wipro encourages its suppliers to also work towards a
no child-labour policy and we
encourage the employment of

the parents of such children

to secure the existence of the
family and the education of
the children.

Freedom of
Wipro respects the right of
employees to exercise their
lawful right of free association
and we recognise the rights of
our employees to choose or
not choose to be represented
by trade unions. It is Wipros
expectation that our suppliers
would also do the same.

Wipro Ombudsprocess


Abolition of
Forced Labour
Wipro prohibits forced or
compulsory labour including
prison or bonded labour. We
will not tolerate physical pun-

ishment or abuse and we are

committed to ensuring that
employees enter into employment and stay on in Wipro
out of their own free will. We

also insist that our suppliers

prohibit forced labour or
other compulsory labour in all
of their operations.

If you are in a leadership

Report any suppliers and

Our responsibilities

Understand relevant laws

and regulations that apply

to your work, and never
intentionally engage in conduct that violates applicable
laws and regulations.

Be alert to changes in the

law or new requirements
that may affect your work.

position at Wipro, take

steps to ensure that suppliers know our standards and
live up to them.

business partners who

keep alternative sets of
payroll records or do not
welcome audits, inspections
or on-site visits.

Be vigilant and look out

for any signs of violation of

human rights or employment laws.

Diversity and Non-Discrimination

Our Standard
Wipros greatest asset is our
employees. We believe that
every employee deserves
the opportunity to work and
grow in a congenial environment where everyone can
work without any inhibition,
and free of discrimination
and harassment.


We are committed to
attracting, retaining, and
developing the highest quality
and most dedicated work
force possible in todays
market. We understand that
when diversity is embraced,
we benefit from the creativity, varied perspectives, and

Wipro Code of Business Conduct

increased innovation.
Wipro hires and promotes
people on the basis of their
qualifications, performance,
and abilities, and is determined to provide a work
environment free of any form
of discrimination.

WIPRO OFFERS EQUALITY of opportunity to all employees and does

not engage in or support discrimination in hiring, compensation, access
to training, promotion, termination or retirement based on ethnic and
national origin, race, caste, religion, disability, age, gender or sexual or
political orientation. Wipro does not impose any fees or charges from
employees we hire.

Our responsibilities

Treat others with


Co-operate with any

measures introduced
to develop equal

Never take discriminatory

actions or make decisions

which are contrary to the
letter or spirit of this policy.

If you supervise others, you

have additional responsibilities:

Ensure that those who

work in your team know

that you are available to
address any concerns that
they may have about discrimination or harassment.

Make employment-related

judgments based solely on

performance and abilities.
Avoid introducing unrelated

considerations into your

decisions. Use objective,
quantifiable standards.

Make merit-based

appraisal of your reports.

Review your decisions

to ensure that objective

merit and business
considerations drive
your actions.

Q: One of my co-workers sends A: You should notify your immediate manager

emails containing jokes and
derogatory comments about
certain nationalities. They make
me uncomfortable, but no one
else has spoken up about them.
What should I do?

or your HR manager. Sending such jokes violates

our values as well as our policies pertaining to
the use of email and our standards on diversity,
harassment and discrimination. By doing nothing
you are condoning discrimination and tolerating
beliefs that can seriously erode the team
environment that we have all worked to create.

Wipro Ombudsprocess


Harassment-free Workplace
Our standard
Wipro is committed to
maintaining a workplace
where each employees
personal dignity is respected
and protected from offensive
or threatening or violent
behaviour including violence.
At Wipro, we believe that
everyone has the right to
work in an environment that
is free from intimidation,
harassment and abuse. We
understand that harassment
and abuse undermines the
integrity of employment
relationships and can
cause serious harm to the
productivity, efficiency and a
harmonious workplace.
For these reasons, Wipro
does not tolerate verbal
or physical conduct by any
employee that harasses
another, disrupts anothers


Intentionally damaging

someone elses property,

or acting aggressively in
a manner that causes
someone else to fear injury.

Threatening, intimidating
work performance, or creates
an intimidating, offensive,
abusive, or hostile work
environment. This includes
such behaviour directed
towards third parties during
the course of conducting
Wipro business.
At Wipro we do not tolerate:

Threatening remarks,

obscene phone calls,

stalking or any other form
of harassment.

Causing physical injury

Wipro Code of Business Conduct

to another.

or coercing other
employees on or off the
premisesat any time, for
any purpose.

Carrying weapons in the

workplace. This includes

not only our facilities, but
also parking lots, guest
houses and alternate
work locations maintained
by Wipro.

If you become aware of

conduct relating to sexual
harassment, you have an
option to raise your concern
with the Prevention of Sexual
Harassment Committee.

What constitutes harassment?

Harassment can be verbal, physical or
visual behaviour where the purpose or
effect is to create an offensive, hostile
or intimidating environment. The
following are signs that an action may
be harassment:

It is unwanted
It has the purpose or effect of

Such behaviour creates an intimidating,

hostile or offensive work environment
for one or more individuals

Sexual harassment, in general, occurs when:

A request for a date, a sexual favour, or

other similar conduct of a sexual nature

that is unwelcome, is made a condition
of employment, or its continuity, or
used as the basis for employment
decisions such as sexual advancement,
as a factor in employment evaluations
or as a condition for receiving any
benefit provided by the Company.

violating anothers dignity or creating

an intimidating, hostile, degrading,
humiliating or offensive environment
for another

Submission to such conduct is

implicitly or explicitly a term or

condition of an individuals continued

An intimidating, offensive, or hostile

work environment is created by

unwelcome sexual advances, insulting
jokes, or other offensive verbal or
physical behaviour of a sexual nature.
A hostile work environment may
be created through either verbal or
nonverbal acts.

Submission to such conduct is

implicitly or explicitly a term or

condition for decisions which could
affect promotion, salary or any other
job condition

Our responsibilities

Speaking out when

a co-workers
conduct makes others

Do not tolerate sexual

harassment including
requests for sexual favours,
or other unwelcome

verbal or physical conduct

of a sexual nature.

Demonstrate professionalism at workplace.

Promote a positive

attitude toward policies

designed to build a safe,

ethical and professional


Report all incidents of

intimidation, harassment and

abuse that may compromise
our ability to work together
and be productive.

Wipro Ombudsprocess


Q: While on a business trip, a

A: Yes it is.This type of conduct is not

Q: I just learned that a good friend

A: Under no circumstances should you give

male colleague of mine repeatedly

asked me out for a drink and made
comments about my appearance
that made me uncomfortable. I
asked him to stop, but he wouldnt.
We werent in the office and it was
after hours so I wasnt sure what I
should do. Is it harassment?

of mine has been accused of sexual

harassment and that an investigation
is being launched. I cant believe its
true and I think its only fair that I
give my friend an advance warning or
a heads up so he can defend himself.
Dont I have a responsibility as a friend
to tell him?


Wipro Code of Business Conduct

tolerated, not only during working hours but

in all work-related situations including business
trips. Tell your colleague such actions are
inappropriate and must be stopped, and if they
continue you need to report the problem.

him a heads up. Your friend will be given the

opportunity to respond to these allegations
and every effort will be made to conduct a
fair and impartial investigation. An allegation
of sexual harassment is a very serious matter
with implications not only for the individuals
involved but also for the Company. Alerting
your friend could jeopardize the investigation
and expose the Company to additional risk
and possible costs.

Safe and Healthy Work Environment

Our standard
Wipro promotes employee
well-being as a strategic value
and fundamental component
of its success and we define
well-being as more than what
is traditionally thought of as
occupational health and safety.
Wipro takes appropriate measures to prevent workplace
injuries and ill health and to
provide employees with a safe
and healthy working environ-

ment by considering evolving

industry practices and societal
standards of care.
Wipro is proactive and
actively assesses and manages
the health and safety impact
and possible risks associated
with our existing activities
as well as when planning for
new activities, production of
services and products.

We are committed to
providing a safe and healthy
workplace for colleagues and
visitors to our facilities.

Our responsibilities

Each of us is responsible

for acting in a way that

protects ourselves and
others. Situations that may
pose a health, safety or
environmental hazard must
be reported immediately.

Take appropriate measures

to help identify, assess and

manage the environment
impacts of our existing and
planned operations

Maintain a neat, safe

working environment by
keeping work stations, aisles
and other work spaces free
from obstacles, wires and
other potential hazards

Notify your manager, or

Emergency Response
Team (ERT) member in
your office immediately
about any unsafe equipment, or any situation
that could pose a threat
to health or safety or
damage the environment.
All employees have the
right and responsibility to
stop any work they feel
may be unsafe.

Always display and swipe

enter/tail gate without

properly swiping their
personal identification

Does not use, possess or

be under the influence of

alcohol or illegal drugs or
any substance that could
interfere with a safe and
effective work environment, or improperly use
medication in any way that
could diminish your ability
to perform your job.

your personal identification badge when entering

and exiting secure areas
and do not allow others to

Wipro Ombudsprocess


Sustainability and Corporate Citizenship

Wipro recognises that corporations are
socio-economic citizens and that their
objectives have to be congruent with
societys goals. We therefore understand
that it is our responsibility as a global
citizen to assess the socio-ecological
impact of its business activities, and to
mitigate and improve this impact, while
simultaneously remaining committed to
inclusive economic development.
Our environmental stewardship and
leadership in Corporate Citizenship are
an integral part of our Spirit of Wipro.

To accomplish this, we will expect our

employees to comply with the following:

Business with Integrity: Exercise

good governance to achieve highest
levels of transparency and propriety.

Ecological Sustainability:

Conserve energy and water, manage

waste and enhance biodiversity
through a multi stakeholder approach.

Social and Community Initiatives:

Work to bring about systemic reform
in education and contribute to the
community where we operate.

Q: Ive noticed some

A: Discuss your concerns with your manager or the Emer-

Q: Are subcontractors

A: Absolutely. Managers are responsible for ensuring that

practices that we do in
my area that dont seem
safe. Who can I speak to?

expected to follow the

same Health, Safety and
Security policies and procedures as employees?

gency Response Team (ERT) member in your office. There may

be very good reasons for the practices. Raising a concern about
safety does not cause trouble, it is being responsible.

subcontractors and vendors at work on Company premises

understand and comply with all applicable laws, and regulations
governing the particular facility, as well as with additional
requirements the Company may impose.



Wipro Code of Business Conduct

Wipro Ombudsprocess



Wipro Code of Business Conduct

Abolition of forced labour, 38
Abuse, 38, 40, 41
Accounting, 9, 25
Advertising, 11, 12
Agents, 4, 6, 31, 32, 33, 34
Alcohol, 42
Anonymous reporting, 8
Anti-competitive practices, 30
Anti-corruption laws, 32
Anti-trust, 30, 31
Audit Committee, 8, 10
Audits, 5, 6, 13, 26, 38
Blogs, 18
Board of Directors, 4, 10
Boycotts, 31, 35, 36
Bribery, 32
Business courtesies, 16, 17
Business intelligence, 23
Business partners, 6, 11, 12, 13, 14,
19, 22, 31, 32, 37
Business records, 25
CFO, 15, 34
Charities, 16, 17
Child labour, 37
Communicating with the public, 18
Company assets, 20, 27
Company information, 28
Company property, 27, 28
Competition laws, 30
Competitive intelligence, 23
Competitors, 4, 11, 12, 14, 20, 23,
24, 30, 31, 32
Confidential information, 14, 20,
21, 22, 23, 24, 27, 29, 31
Confidentiality in reporting
concerns, 12, 21, 22, 23, 24
Conflicts of interest, 14, 15, 16, 34
Contractors, 24, 33
Copyrights, 22
Corporate citizenship, 44
Corporate Communications, 18
Corporate opportunities, 15
Customer information, 12
Customer relations, 11
Customs records, 36
Discipline, 9, 10
Discrimination, 38, 40
Diversity, 36, 38, 40
Document management, 26
Drugs, 43

Email, 12, 19, 21, 27, 35, 39

Emergency Response Team, 43, 44
Employee privacy, 24
Employee responsibilities, 5
Entertainment, 16, 17, 32
Environmental concerns, 13, 44
Equality of opportunity, 39
Espionage, 23
Expense reporting, 17, 25, 26
Exports, 35, 36
Fair competition, 30, 31
Family, 15, 16, 17, 37
Financial reporting, 25
Foreign Corrupt Practices Act, 32
Fraud, 23, 26
Freedom of association, 37
Funds, 17, 25
Gifts,16, 17, 18, 31, 32
Global trade, 35
Government, 13, 17, 24, 25, 32,
33, 34
Government contracting, 13
Harassment, 38, 39, 40, 41, 42
Health,13, 43, 44
Hiring, 39
Hotline, 8
Human Resources, 4, 8, 21
Human rights, 37
Imports, 35, 36
Inside information, 30
Insider trading, 29
Intellectual property, 21, 22, 27
Internal controls, 25
Intimidation, 40, 41
Investigations, 5, 6, 26
Investments, 15
Invoices, 26
Kickbacks, 32, 33
Legal holds, 26
Lobbying, 34, 35
Managerial responsibilities, 6, 7,
24, 44
Marketing, 11, 12, 21, 31
Misconduct, 6, 7, 8, 9
Misuse of company assets, 28
Money laundering, 36
Networking, 19
Non-discrimination, 38
Non-retaliation policy, 9
Outside employment, 15

Passwords, 27
Personal investments, 15
Political contributions, 34, 35
Political involvement, 34, 35
Political office, 34, 35
Political pressure, 34
Preventing retaliation, 9
Privacy, 12, 24
Property, 27, 28, 40
Protecting assets, 20, 22, 27, 28
Quality, 11, 12, 13, 25, 31, 38
Records management, 5, 6, 23, 25,
26, 33, 36
Regulations, 4, 5, 8, 10, 13, 29, 34,
35, 37, 44
Reporting concerns and violations, 5, 6, 7, 8, 9, 12, 24, 27, 30,
31, 37, 41, 42, 43
Reporting gifts, 17
Responsibilities of employees, 5
Responsibilities of leadership, 6,
7, 24, 44
Retaliation, 9
Safeguarding company assets, 27
Safety, 12, 13, 25, 43, 44
Securities, 29, 30
Security incident reporting, 12
Sexual harassment, 40, 41, 42
Social media, 19
Social networking, 18, 19
Software, 21, 22, 36
Spying, 23
Stalking, 40
Supplier selection, 13
Suppliers, 4, 13, 14, 15, 18, 24, 26,
30, 31, 37
Sustainability, 13, 44
Technology transfers, 35
Third parties, 7, 12, 20, 23, 24, 32,
35, 40
Time and expense reporting, 17,
25, 26
Tipping, 29, 30
Trade restrictions and controls, 35
Training, 5
Travel, 17, 18, 33, 35
Volunteer work, 16
Weapons, 40
Workplace environment, 6, 7, 8,
13, 27, 36, 38, 40, 41, 43

Wipro Ombudsprocess



Supplier Selection:

Supplier Code of Conduct


Transparency International

OECDs webpage relating to anti-corruption

Country-wise guides to relevant anti-corruption laws


US Foreign Corrupt Practices Act- Resource Guide

UK Bribery Act Guidance









List of ombudspersons

Hotline webpage

Wipros GRI reports